On Thursday, April 14th 2011, I had the opportunity to participate in a roundtable conversation with Michael Bay, to talk about his upcoming film, Transformers: Dark of the Moon. You can read my report about the footage we screened in another article. After the jump, I’ve included the complete massive 7,200 word transcript.

Michael Bay: Today I’m going to show you our trailer. You’re the first to see it. I’m going to show you some 2D stuff and then 3D. You’ll probably ask why is it not all 3D? Because we don’t cut in 3D. The systems’ just not compatible and it’s just way too much information for the computers to hold. People don’t understand about 3D. You shoot it on 3D cameras and it’s like it just doesn’t come out beautiful 3D. There’s a lot of issues with it because there are two cameras, two eyes. It’s just matching them up. It’s the light level. Sometimes we’re a little dim in one eye so it will screw you up. Sometimes they need adjusting. Less on this movie. Like Avatar they had to throw out a lot of eyes because it just was a bad…the cameras are getting better and stuff like that. But they’re a pain in the ass. I think you’ve heard what I said about 2 and whatnot. You don’t make that much money on a movie, and it doesn’t become number one in the American box office that year if people hated the movie. You know what I’m saying? Yes, people might have been turned off by it. We might have gone a little south on the direction, but we were under the gun with a…it was a terrible writer strike and it was a shit position to be in. You promise a 1,000 people jobs and then, all of a sudden, uh-oh. A small group is on strike, three of our crew members. And it’s how do you keep the ball going?

[Roberto] Orci just said, “Bay thinks of himself as a jobs creator, a jobs program; a work program.” But listen, these guys, the men and women who work for me, they have families and it’s just like I’ve worked with these people, a lot of them 16, 18 years and it’s just…you keep saying hang in there, hang in there. It’s a tough go. But I think this one we had time…this time we talked about, with Ehren Kruger, what we liked from the first movie. You’re never going to match the innocence of the first movie. And the wonderment of…when the robots came out it was kind of new technology that’s lighting had really not be done successfully. So you won’t ever…the genie is out of the bottle there. So this one I think is a more mature storyline. It’s definitely darker. When people see the movie they feel it’s more emotional in the end. You feel the stakes are higher because it takes place in an American city. You’re not as disconnected as Egypt and the pyramids and kind of other worldly. But I’m very happy with the movie.

Question: Every time I hear you talk about the film, it seems like you took the criticism of the last one to heart.

Michael Bay: Yeah. Well listen. You guys all write stories. You have favorite stories and not so favorite stories, right? So we were under a tremendous amount of pressure to…we’re in production, we’re not in production because we don’t have a script, and then we had to write it real quick. And it’s tough because you’ve got to prep a massive crew to go around the world and you get locked into certain things. So it’s not a good position for writers to be in where you gotta jerry-rig the story to fit certain locations. I mean these stories with Ehren, we had a good solid…August, September…I mean we had seven, eight months to work on the story.

Question: Does this have a feeling of closure, this chapter?

Michael: I think so. But it still can be rebooted. Not with Shia. He’s turning grumpy in his old age.

[laughter]

Michael: He’s like a little brother to me. I’m like, “I’m never going to work with you when you’re older.” He’s like, “Why?” “Because you’re just a grump!” You’re putting him on a wire and he just turns into this evil monster. Other actors say, “ This is really fun.” He’s just like the opposite.

Question: Michael, in terms of the 3D it seems as if technology on this front is continuously evolving. Would you have been able to make this 3D movie a year, year and a half ago, or are you taking advantage of progressions in what can be done in 3D?

Michael: I think it’s, so obviously progressions of the thing. I was very public about saying to the theater owners in Vegas, they gave me some award two, three years ago, I thought 3D would be a fad. After it came out, I really like it, but it was a CG world. I’m friends with Jim [Cameron]. He invited me to his set several times. And he kept plugging me to do 3D because he’s wanted directors that really care about state-of-the-art stuff to keep the momentum of 3D going. [Jeffrey] Katzenberg was hitting me up all the time for years to do 3D, because it’s new technology, and I’m kind of like an old…I like old plain film. That’s why I like regular stunts that are done on set. So I’m a little bit old school that way.

Question: You can’t shoot film. You have to move into the digital realm to shoot this 3D.

Michael: Yeah. OK, so I’ll explain that. The 3D cameras are digital. I had to make the process work for me. Everyone kept saying, “You’re going to have to add weeks on your schedule. You’re going to only get this many shots.” And I’m like, “That’s just not acceptable.” I brought the guys down, we put them through the paces pretending like we’re doing a shoot day. This was months before we shot. I tried to play it like put the camera over here, put the camera…because what I do when I shoot is I leapfrog a lot. That’s kind of been my specialty, where I get a lot per day, because I’m always like three setups ahead. So we’re putting cameras over there while we’re doing something over here. That’s why I can’t go to the sets of directors I produce, because I’m like, “Ugh!” I just like to be efficient on the set.

With 3D, they said that’ snot possible. And so what I figured out…you’ve got this gigantic beast. I’ve said it: it’s not ready for primetime. Now they’ve got these little cameras, like the reds and whatnot. But while we were doing our movie, you check on the competition. “Well, how’s it going?” You know through the crew members, the camera assistants, “Pirates are getting three shots a day.” “Really?” Then you hear the disasters and the cameras. It’s new technology. This is the wild, wild west right now. The theater projectors are different, the camera systems are different. There’s no standardized anything right now. So we went with the old Avatar…Sony F-50’s or whatever. I wanted to stay with the tried and true. It’s a robust camera. Because I was going to put this camera through the paces it’s never been through. So I had the same guys from Avatar, same crew, in terms of the camera crew, and they said, “We have tested this camera beyond anything it’s ever meant to do.” It’s not really meant to go on a camera car 70 MPH. It’s not because the two eyes can’t really keep up. It’s just a brand new tool.

I said, “OK, I’m not going to let it slow me down.” So what I did was we were conversely checking the conversions, everything on conversions. We spent seven months studying that. Then you hear like Harry Potter falling out and them trying to rush their conversions, they all do it as an afterthought, not as a forethought. We found a company with technology that I felt was very good, and it’s very indistinguishable from native stuff. I really like the native stuff because it’s a little bit more round, it’s got a softer…But when you watch it converted from native stuff, you really can’t tell. I can tell, but most people just can’t tell. Some are really good right now, and some of the companies are getting better.

So what I was able to do was I shot a lot of my face stuff with 35 MM. And I used my A camera for the wide shot with 3D. And I kept it on this 50 foot techno-crane the whole time, and I’m rarely moving the camera. I was just rolling the crane around. We got these guys in the pace of my shooting style. So it worked out pretty effectively. When we brought on two cameras it was a nightmare, because all the equipment and all the umbilical cords, it was…I’m like, “Get rid of that second camera.”

Question: Out of curiosity, shooting in 3D, what did it make you rethink about axis in motion and progression…

Michael: A lot. I mean you’ve got to watch the panning because it strobes too much. You’ve got a guy on the set who’s got a control where when the camera goes like this, he can turn the 3D almost off. He sits there and it’s like if the robot comes close, we tell him what’s going on in the shot and he can kinda try to do where you want the eye to kind of look. But I can’t always check over him because there’s a lot going on on the set. So anyway, that was my process for doing it. I was able to shot about 60% native 3D, and then you’ve got 15% of all digital shots that were 3D, and then the rest is converted close-up stuff.

Digital, no matter what people tell you, it’s bullshit. They say, “Oh, it looks just like film.” It doesn’t look like film and never will. And it’s like those people that are telling you are technicians. But I will be able to tweak film better than you tweak a digital image, because it just can’t hold really bright skies to this black thing. You have to favor one thing. If I favored her, that would go much wider.

Whereas film, you would be able to get more blue out of it or whatever. And you can’t really do that with digital. So they’re lying to you when they say it looks just like film. It doesn’t. And when you shoot 3D, technically you give up some color, you give up some sharpness, you give up brightness. But you get the added benefit of seeing 3D. And what the audiences really are pissed about is dim 3D. So I did this special thing for the theater owner, I said, “You better turn your bulbs up.”

Question: With all due respect though, it sounds like you have a laundry list of reason to not do 3D. What was the final thing that made you go…

Michael: Jim, at the last minute, he goes, “Mike, come on!” This is like my idol, but he goes, “Mike, come on! We’ve done everything.” And I’m thinking, “I haven’t done everything.” He says, “It’s a new toy, it’s a new toy!”

Question: Mr. Cameron actually speaks in that gravely fashion?

Michael: No, that’s just me imitating. It was a bad imitation.

[laughter]

Question: How do you feel, then, about the frame rate conversation starting?

Michael: I think that’s a smart thing. I mean you’ve seen years ago when they did the 60 frame per second…

Question: I’ve seen the show scan demos.

Michael: Yeah. It’s kinda neat.

Question: They’re really persuasive and interesting.

Michael: Yeah, I mean that could be the new thing. But anyway, 3D, it’s pretty great when you see these robots kind of interact in the space.

Question: I was going to say it kind of reinvigorates the franchise, because you’re talking about that kind of loss of a spectacle. So what do you bring A-game wise in terms of what we’ve never seen before?

Michael: Well, I’ve got a lot of scenes you’ve never seen before. There’s a lot of action stuff that I’ve never done before that’s pretty cool. It’s like some agent said, “Bay’s a competitor.” And what he meant by that is a lot of people on the third one will just check out and just get a paycheck. It’s like I’ve been working every day for two years, every single day, because I want to make up for the second one and I want to leave this franchise as best I can. I’ve had a great run, fun time doing it. So really, it was a fun shoot. It really was.

Question: And again in the spirit of lively discourse, you’ve been talking about ways in which you want to make the film bigger, and it sounds like you’ve succeeded in that…

Michael: OK, I didn’t want to say it’s bigger, because what I like about it is…And I’ve said this with Ehren. We were talking about concept. We used the term “Black Hawk Down” in just that it’s a small group and you follow. And there’s no cavalry coming. It’s a standard thing in movies: cavalry comes. We tried to make the cavalry unable to come. And it’s more fun to watch our heroes in this epic ending just a small group, which makes the movie more intimate.

Question: So you’re making Rio Bravo with robots.

Michael: You could say that.

Question: Hypothetically, for your next film are you just going to shoot two people talking in a room?

Michael: I want to do this Pain and Gain thing that I keep talking about. I want to do that. It’s a very kind of Pulp Fiction-y true story of these boneheads looking for the American dream in…

Question: You’ve been developing it for a while. Are you happy with the script?

Michael: Yeah, yeah. A lot of actors have gravitated over the years. It’s a fun script. So something fun to shoot fast.

Question: You spent eight months working on this script with Ehren. What do you feel you were able to do on this movie that you couldn’t do on the first one? You’ve said the robots have more character.

Michael: They do. And it’s much more of a back story. This is a very involved robot story.

Question: can you explain what you mean by that?

Michael: Well I hate letting the cat out of the bag.

Question: We obviously know Optimus Prime is the main robot.

Michael: Yeah. You just learn a lot more about the hierarchy, and there’s more about the history of what they had in Cybertron. Leonard Nimoy plays a great role. Like I said, he married Susan Bay. I was always scared to ask him.

Question: He was trying to get into the Transformers franchise.

Michael: I was scared to ask him and he said, “Sure, I’d love to. I’m glad to be back.” So that was fun.

Question: What kind of influence do the fans in this pop-culture have on you? There’s a lot of characters that weren’t used in the first or second movie. Do you feel obliged to go back and pull out some of those favorites from the cartoon and the comic book and all that?

Michael: Yeah, but first we had to serve…I mean with Ehren we laid a lot of stuff out of just ideas. We went to Hasbro, and Hasbro’s very much…they’re the historians of the franchise in terms of characters you can use. And they never force anything on you. We said this is the basis of our story, and Aaron found Sentinel Prime, and they kind of helped us with some other characters.

Question: You want to keep those under wraps?

Michael: Yeah. You notice we’re kind of not putting a lot of stuff out there.

Question: What do you consider more of a moral victory with these films, satisfying a long-term fan or making somebody who’s indifferent into someone who enjoys the films?

Michael: I like the second one. Well, it’s both, really. What I noticed with the very, very first movie, we were watching a test and the test we did two simultaneously. We did kind of an adult test and then we did like a family, kids…And I’m thinking, “These are going shitty. This is like dumb kid robot story.” And it turns out we got the exact same score, 93, 94, which is a very high score. And it blew me away that both audiences voted the exact same numbers, and they were both 400 seat houses. And this one woman, she’s 40, she goes, “I didn’t even want to see this movie. But you know what? It’s different than all these other superhero movies.” And she goes, “I really found myself enjoying it.”

Question: The twins were kind of divisive characters. Even if you liked the movie you maybe didn’t like them so much because they were goofy.

Michael: Yeah, we got rid of that. There’s two small characters in the entire movie. They start out a bit goofy but they have a huge comeback. And they’re fun.

Question: New characters?

Michael: One is new, named Brains.

Question: Do you kill the twins?

Michael: They’re not even in it. Not even in it.

Question: You’d get such a cheer if you did that!

Michael: Not even in it.

Question: What about staging the city battle in this and how that’s your big third act. City mayhem seems to be something that filmmakers are typically afraid of. I have a friend who’s fond of pointing out that every Marvel movie ends in a Vancouver forest because they don’t want to…

Michael: It’s very expensive. It’s hard to navigate. Cities don’t want you there. The whole problem with the first movie is I wanted to shoot here in Los Angeles to work with my crew, because they were going to send me to Toronto. And you couldn’t get a long enough city block. We were able to get three blocks two weekends. I mean this city keeps kicking us out. It’s terrible. So I had to use Universal back lot. I had to use a little of downtown till we got kicked out. But Chicago, we worked the city…I don’t know what we did. We didn’t give bribes, nothing. But I met with the mayor and his general council and I became very friendly with them. And he gave us like anything we wanted. I mean we shut down…our first day there we had 12 blocks. 12 blocks! That’s crazy! And we did one of the craziest things I’ve ever filmed, which is these wing-suit guys. You know those guys on 60 Minutes? You see those guys on the cliffs? I’m like, “I’m writing a scene for those guys.” We have this great scene where they fly between the buildings. We had to block off a mile and a half, and they made turns around buildings, very close. But the city allowing us to do that. Jumping off the Sears Tower flying through the streets. I mean that stuff’s like unheard of.

Question: It sounds unprecedented…

Michael: It is. We said to the guys the night before, nice guys, they tried to extort us the night before. I’m like, “All right, we’ll make it all digital.” We said, “This is the only time you will jump off the highest building in America and fly through a city. Ever.” They kinda go, “Yeah, you’re right.” So we kind of agreed in the middle. They did amazing stuff. They were as good as they get.

Question: You said they tried to extort you…

Michael: Well, jokingly. They wanted a very high price all of a sudden. So we’re like, “OK, that’s not going to work.”

Question: You were speaking earlier about how the innocence of the first film, the excitement is gone…

Michael: You can’t bottle that up again.

Question: Do you feel like you’ve done your best at creating a new element?

Michael: I think so. I mean you never can say you’ve done your best. You try your hardest. But we’ll see when it comes out.

Question: Are you excited about it?

Michael: Yeah, I am. I love what I do. It’s really fun. When I work with writers it’s like I create a lot of my own, “This is what I want to do. This is what we haven’t done.” That’s how I inspire myself. We came up with this crazy scene. You’re not going to believe it. I was in the gym doing these dumb stomach crunches. And I’m like, “This building scene. Oh my God! That’s what I want to do! Ehren, I got this scene!” I don’t know where I think of these scenes. But there was a reason why they had to go into a building, and I figured what I wanted to do to that building after. Anything you can imagine with transformers makes it fun. It’s interesting, because when you do like a Bad Boys 2, there’s only so many things cops can do…

Question: They can invade Cuba.

Michael: They can invade…When you think about it, when you’re doing Bad Boys, it’s like, “OK, they gotta be funny. What can we do?”

Question: What directors working today make you feel like F Murray Abraham in Amadeus? What young directors do you look at and go like, “Oh, you’re so good. I have to destroy you.”

Michael: I don’t say that.

[laughter]

Michael: One of my favorite nights as a DGA is the director’s dinner. There’s some directors that get scared or they don’t want to talk to other directors and think it’s rude to walk on the set. I love talking to other directors, talking shop. I experienced that when I was doing my senior thesis. “What do you got on the edit table?” They were like pissed. It was like I would just show anybody my stuff. To me, it’s like we’re all in the same boat. It’s a collaboration thing. Fun to hear about the misbehave actors. We trade notes. I don’t know, there’s some good young ones coming up.

Question: What’s the strategy in dealing with the misbehaved actors?

Michael: My strategy?

Question: You don’t have to name names.

Michael: Honestly, when I started when I was young, I was 24 directing Nike commercials and I worked with some of the most famous athletes in the world—Jordan, Barkley, Scottie Pippen. It just goes on and on and on. And athletes are always coddled. True story. Michael Jordan just retired from basketball. “Mike, I wanna go.” We’d been there three hours. I’m like, “We’re supposed to shoot for eight hours.” And I said to Michael Jordan, I said, “Mike, listen. I’d love to go. Me and my crew would love to go. I know you get a dollar a shoe. We have a shitty commercial right now. What do you want to do? Do you want to sell your shoe or do you want to work to make it good?” You put it right back at them and they all of a sudden respect you. They’re not used to that.

So with actors, it’s great learning from a guy like Sean Connery, who has the greatest work ethic. When I worked with him on The Rock, my second movie, he would always talk about the young whippersnappers in Hollywood and how they were misbehaved. When you look at the work ethic of a guy like that…Owen Wilson; great guy. He was in an independent movie, put him in Armageddon. It was my third movie. He was an hour and a half late to set. I put PA’s around the Warner Brothers lot. That’s a lot of money on a movie like that. When Owen came up, I put my arm around him and said, “Hey Owen, how are you?” He goes, “I’m excited to do this.” I’m like, “OK, you’re an hour and a half late. You know what? Sean Connery was never late.” And he was never late again.

So I’ve actually been pretty lucky. There’s really no misbehaving on my set. But listen, it is a long haul. You’re a family. And it’s like brothers and sisters fight. There are tensions. You have good days, bad days. So it’s not always perfect. It is tense. You’ve got the light going down, you’ve got the studio up your ass. It’s a lot of pressure.

Question: A lot of actors on this film did the first two films with you. So they were used to the way you did things, the way you handle your action sequences. Then you’ve got Rosie right in the middle of it, who this is not only her first time working with you, but it’s her first time acting, basically. How was that for her? Was there sort of an adaptation period of, “Oh my God, what have I gotten myself into?”

Michael: With Rosie? Listen, we auditioned 500 women around the world, and it was just a whim. I remember working with her, and talking to her just as a person, she’s a really bright person. She has this charming English accent. She’s just got a great head on her shoulder. She always said she wanted to act. I put it out there. I said, when we were auditioning, “Would you like to try?” She was scared. She wanted to say no. And she finally did it. Denis [xx 27:31], my casting woman, she goes, “Mike, I gotta tell ya…” Because Denise narrowed it down to 30 women. She goes, “I’ve gotta tell ya, there’s something about this girl that is special.” And it’s always cool to find something special. It’s always cool for the audience to discover something. In testing this movie, audiences were like, “Oh, I don’t believe it,” at first, their relationship. They say, “At the end of the movie, then I understand it.” You buy it more. Come on, how shy are these beautiful women?

Question: So you’ve already started testing?

Michael: Yeah.

Question: How’s it doing?

Michael: Good.

Question:What are the numbers like?

Michael: We’re not doing numbers. What I do is I do certain audiences, like 20-30 year olds, you do parents and kids; break it apart that way.

Question: Any really old people?Who aren’t Paramount executives?

Michael: Oh, yeah, yeah. It’s the worst showing to Paramount executives. Because they’re sitting there, “Oh my God, I might lose my job.” That’s what they’re thinking when they’re seeing the movie. So it’s a terrible experience. And it’s not real. You do it for a real audience.

Question: Have you already seen it 3D?

Michael: I’ve seen a lot of scenes 3D. We look at it every day. It’s a process.

Question: Have you showed James Cameron anything?

Michael: He’s going to see it…He’s going on vacation I think this week. I’m going to invite him in a week.

Question: How close to the wire do you get? Like, a week from release are you still going to be fixing stuff? Five days, three days?

Michael: I jumped on this movie very fast after shooting it. I didn’t take a break. I have an Avid at my house. So literally, the only way to get through the footage that quickly…I had an Avid with me in the hotel, so I was able to work on the weekends. And then I would do almost double shifts. I would work during the day with the editors. I have three editors. And then, with a movie this size, you’ve got to minimize, because there’s so much footage to go through, there’s so much to do, the voice actors come in. It just takes an editor all day to start putting…It’s like doing the whole cartoon animation thing where you do a little animation, a little voice acting, and you keep going back and forth. It doesn’t just come out perfect. There’s a lot of labor involved, intensive work… So anyway, I have an Avid at home. I would go through footage, assign different editors different things in the morning. It was just kind of a [xx 30:25]. The only way to get through the movie…because you have to lock this movie down sooner with 3D.

Question: You think it’s a shame that fans don’t know what Frank Welker looks like? He’s such a voice to the series.

Michael: What do you mean get to see him?

Question: The voice actor.

Michael: He’s in the movie.

Question: Physically? Him?

Michael: No, not physically.

Question: Well, I know. What I’m saying is have you ever thought about putting the…

Michael: Well, they can go on iMDB.

[laughter]

Question: I think it’s pudding time, in terms of the proof being in it.

Michael: So first I’m going to show you this 2D thing. You’re going to see the trailer, and then we’ve got the apartment, where you meet her, how they meet. Then we go to Sam on a job interview. Are you guys going to print what’s going on in the scenes?

Question: Just the general shape and tone. But in terms of like what people are doing, what they’re wearing, what happens…

Michael: There’s a scene where she’s kidnapped and they go to Chicago, which they find at morning it’s been obliterated and surrounded by alien ships, and they’re kind of…he’s taking a small little group in to try to get her back. Then there’s the group of guys trying to come in and join some of our heroes on the ground. They’re kind of doing a conversion…they’re trying to sneak in low. They try to put some air power over here to distract the ships. There’s a scene where they’ve got some new robot tech…there’s like a cute character in the movie, a transformer, an autobot, and he’s invented this device, alien in nature, he’s given it to Shia. He gives him two things, like a stick bomb and this kind of grapple glove thing. And then we go to…there’s a section in a building where they’ve gone in and broken… a lot of buildings have been broken and shot up. A tiny bit of that. Then we go to a 3D reel.

We were then shown the footage. And a discussion sparks up after the screening. Joining conversation in progress…

—————

Michael : I don’t care. It’s like, you know what, you either get it or you don’t. It’s funny, audiences, when we tested them, one of their favorite scenes is a car chase that’s like a crude cartoon. It’s bizarre. Once they’re in the flow of the movie, it’s like you kinda understand.

Question: I’ve heard you talk about when the 3D you were saying how you wanted to get the dirt and the dust and have that be right at you…

Michael: Yeah, because those cameras die when you do that. That’s what we did.

Question: It looks like you accomplished that.

Michael: Those cameras, they’ve got vents on them and fans, and they’re not meant for any of this. They’re not meant to go, really, where film cameras are meant or you can get away with.

Question: Well it definitely looks like you’re going big or going home on this one. I mean it’s like if you’re going out, you’re going out with style and saying goodbye to the Transformers.

Michael: What is that, “Going big or going…”

[crosstalk]

Question: When you have shots of people walking away from devastation and there’s burning skyscrapers in the background, I mean is there a moment’s pause about that and you just go, “Hey, it’s a robot movie and these things happen?”

Michael: It’s like this is a fantasy action movie. Alien invasion movies are nothing…

Question: With most of the 3D movies I’ve seen, including Avatar, I mean Cameron’s still editing on a 2D editing system and stuff. It seems like every image that you showed us, it seemed like you composed every single image to have kind of layers of 3d…

Michael: Yeah. What’s interesting, when you do something fast like that, people, they really appreciate depths in 3-4 seconds. So some of these shots are a little shorter than that, but you start to really appreciate depth. So in a 3D movie, certain shots where you appreciate it, you really appreciate flying in 3D. Like those were base jumpers jumping off the Trump Tower and that was a cameraman with a 3D helmets falling behind him.

Question: I liked the depth. You could really get a sense of the…

Michael: On the 3D movie it will hold it a little bit longer so you can appreciate it. 2D won’t have stuff like that. But what’s interesting with 3D, it’s a weird thing your mind does. Just an example. Professionals have been working on this movie for two years. We’re sitting in a screening room and we’re watching with our glasses, and they’re showing 3D shots that they’ve done, and you’re going, “Is that 3D? No, that’s flat. Is that 3D?” And the producer is like, “That’s flat, that’s 3D. That’s flat, that’s 3D.” Because your mind is actually in that mode of 3D. Is that weird? So I can throw some flat images in there and you won’t even notice it because your mind actually processes it in a weird way. Emotionally, there’s some weird…You gotta do some tweaks where…Perfect example: her taking a picture. Shot it native camera. All of a sudden this is way too far and it gets away from the emotion of her face, because that’s where you want to fall in love with her. And so we’re basically…I might actually go flat on that image. I’m going to see how much I can crush it back.

Question: Because there are visual cortexes in watching 3D that will extrapolate that and impose…

Michael: But sometimes 3D can take away from the emotion of what you’re trying to get. So you gotta be careful about stuff like that.

Question: You’ve said that the first movie was about a boy and his dog and a boy and his first car…

Michael: The heart of this one is it’s kids nowadays, they want to matter. It’s about getting a job—one of the most daunting things in all our lives. And I had to explain this to Shia because he had a job as a boy. I said, “Shia, this is one of the biggest seminal moments in life where you go to either college or high school, whatever, and you’re getting a job.” We all remember that. It’s about Shia wanting to matter. So it’s a small group of people. That’s the heart and soul.

Question: Do they go in just to save this girl?

Michael: Well, it turns into a bigger problem.

Question: His parents are such a big audience pleaser. Even the audience I set in on with Transformers 2, they loved the parents. How much are they involved in this plot this time?

Michael: They’re not in the end at all. They’re just to set up a bit. And they kinda tail out right towards the middle.

Question: It’s impossible for me to hear anybody scream, “Shoot the glass” without thinking of Die Hard, which made me wonder, what are your favorite action films of all time?

Michael: I never put that together. I’ve seen so many action movies; I don’t want to go into my favorite action movies.

Question: When does everyone else get to see this?

Michael: Next week. We finished it yesterday. That’s our 2D version. 3D is a little different; got a little more 3D stuff to it. It goes on Pirates. It goes on Fast and Furious.

Question: Since it takes a few seconds for us to appreciate 3D, is that…you’ve been criticized in the past of doing fast editing and stuff…

Michael: Well, they’re longer cuts…You know what? You should do a study on Paul Greengrass‘ movie. Let’s talk about it. I was one of the first way back when to do Bad Boys in a cutting style. It became imitated. I was doing it because I didn’t have money for our production. I had $9 million to make that movie. And it was a style that I was starting to do. Not a lot of movies, almost no movies did fast. I got a lot of shit for it, as it went. Now you look at action movies today.

Question: Everybody.

Michael: Then you look at Paul Greengrass. They get nominated for an Academy Award for cutting so fucking fast. My cuts…we should just analyze. Let’s do a math test. Take the same length of movie and see who has more cuts. I’ll have less cuts, I guarantee you. So it’s a stigma that still sticks with me and it’s not fair.

Question: It seems like with Transformers 3, you’re following the action more in shots than I’ve ever seen before.

Michael: Well, because we are wide on this movie. See, I get a little hot under the collar about the editing.

[laughter]

Michael: It’s like there’s a point when like…I’ll take criticism when it’s justified. It is sometimes hard following robots. It’s like you got some gray robots, silver robots. It’s tough. I will admit. We’ve tried to really pull back more and really try to see that action and appreciate it more.

Question: To some extent it feels like the scale of the buildings and things helps because you’ve got a greater sense of where they are and sort of the scale of each of the robots in terms of something that’s familiar, because we know buildings and we know Chicago. One of the quotes that drove me crazy on the first film was one of your special effects mavens saying that, “When robots transform, the shot contains more elements than the human eye can follow.” It was kind of like film was made for the human eye to follow. You might kinda want that. How much time do you spend with the FX team working on making the transformations look good and not just cheating them through speed? Is that something you ramp up through film?

Michael: We just had this conversation yesterday. “This is not good enough. This is not complex enough. It’s too simplistic.” So they had to go back to the drawing board and break it apart more. Because it’s very crazy math to do this. It’s really complicated. We’ve got someone there who just defies your eye of how you’re working…And a lot of it’s not cheating. Some of it is. It’s a whole math game. A whole fun part of working on this movie is working with the animation team. Really, it’s one of the joys of the movie.

Question: The transformers that have existed in toy stores since your movie came out are far harder for me to teach my kids how to refold these things.

Michael: I know, I know.

Question: I love all the noises you hear during the transformations. Can you talk a little about the sound design.

Michael: Well, what we try to do on the soundtracks…Ethan Vanderon, Mike Hoppa [sp], they got an Oscar for Lord of the Rings. I’ve worked with them on all three movies. They are a very creative sound team. Way back when, when we did Armageddon, still young. I’ve always loved sound. Sound is so important to a movie. But there’s only so much hit that can go through a speaker. So what I try to do is I try to direct the audience, what do I want them to hear? Because you can’t hear too much. If you hear too much you start checking out. Every explosion you’ve got to dim it down. You don’t want to actually sometimes hear it. You want to hear the interesting cool parts of the robot. Because once you start putting all that cool mechanism, they became way more real. What we do is we thin out all these sounds and we focus on…The old way of editing a movie was a sound editor would cut you 100 tracks, all these choices, and you have to pick them in the stage, which is ridiculous. On Pearl Harbor I was one of the first to do a 5.1 system in a small room where you can start sculpting it in an edit room, so that you get all those choices and it’s just…It helps the sound designers what you focus on, what you want to see, what you want the eye to go to and not try to obliterate some quiet periods. Patriotic time in my life. I was reminded, we shot at the space shuttle and it is pretty awesome.

Question: The guy who runs the space shuttle…

Michael: I was the only director ever allowed to be out here at the space shuttle twice. It’s a pretty awesome thing to…sad to see it go. And the brain drain going on in the country…You should hear how…the administration right now. Thousands of people are being let go. That’s a whole other story. But it’s the brain drain that I’m talking about.

Question: Every movie it seems like you’re given some kind of special access to some kind of aircraft of weaponry or whatever. What on this film was like something that has never been done…

Michael: City of Chicago. When you see the scale of the movie…Oprah Winfrey and me are the only people to ever shut down Michigan Avenue.

[laughter]

Michael: That mayor; I became friendly with the mayor. It was the most unique experience I’ve ever had in a city, because the city was so receptive. The police and fire department were so accommodating. But what we did is we tried to make it fun. There was one weekend, I’m not kidding you, they did an aerial study because they could tell with the grandstands in football games or whatever. They said in one weekend we had 20,000 people watching us. And we did it in a way where Gabby would take the actors on the set and drive them and talk to some of the fans, because it was summertime and they were the nicest people in the Midwest; the nicest. So it was like a little Universal Studios for them. We’d let them see it and they’d walk people by. We tried to make it fun for them at least so they allowed us to make noise in their city, and helicopters low…

Question: Was there anything they told you that you couldn’t do?

Michael: It was a really gracious city.

Question: I don’t know the actor’s name, but he got killed in Transformers 1. He was in Transformers 2. I saw him in the footage here. Red hair, he was in 24.

Michael: Oh, oh, Glenn Morshower.

Question: Yeah. Why do you always bring him back for the Transformers films?

Michael: I don’t know. I like him. He’s a fun guy. A guy who tells jokes and he’s a good actor; that’s him. Did he get killed in 1? He did…You don’t really know if he did. I think it was kind of left up for interpretation.